SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 1)*
Portland Brewing Company
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(Name of Issuer)
Common Stock
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(Title of Class of Securities)
736 420 100
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(CUSIP Number)
With a copy to:
Sherrill A. Corbett, Esq.
Tonkon Torp LLP
1600 Pioneer Tower
888 S.W. Fifth Avenue
Portland, Oregon 97204
(503) 221-1440
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(Name, Address and Telephone Number
of Person Authorized to Receive
Notices and Communications)
March 29, 2000
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(Date of Event Which Requires Filing
of this Statement)
If the filing person has previously filed a statement on Schedule 13G to report
the acquisition that is the subject of this Schedule 13D, and is filing this
Schedule because of ss. 240.13d-1(e), ss. 240.13d-1(f) or ss. 240.13d-1(g),
check the following box[ ].
Note: Schedules filed in paper format shall include a signed original and five
copies of the schedule, including all exhibits. See Rule 13d-7(b) for other
parties to whom copies are to be sent.
*The remainder of this cover page shall be filled out for a reporting person's
initial filing on this form with respect to the subject class of securities, and
for any subsequent amendment containing information which would alter
disclosures provided in a prior cover page.
The information required on the remainder of this cover page shall not be deemed
to be "filed" for the purpose of Section 18 of the Securities Exchange Act of
1934 ("Act") or otherwise subject to the liabilities of that section of the Act
but shall be subject to all other provisions of the Act (however, see the
Notes).
Page 1 of 6
<PAGE>
CUSIP No. 736 420 100
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1. Names of Reporting Persons; S.S. or I.R.S. Identification No. of Above
Persons
Lake Oswego Brewing Company* EIN #93-1058249
* Saxer Brewing Company changed its name to Lake Oswego Brewing Company
on March 29, 2000.
2. Check the appropriate box if a member of a group (see instructions)
(a) / /
(b) /X/
3. SEC USE ONLY
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4. Source of Funds (see instructions)
00
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5. Check box if disclosure of legal proceedings is required pursuant
to Items 2(d) or 2(e)
/ /
6. Citizenship or place of organization
Oregon
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7. Sole Voting Power 900,000
Number of Shares
Beneficially 8. Shared Voting Power 0
Owned by Each
Reporting Person 9. Sole Dispositive Power 0
With
10. Shared Dispositive Power 0
11. Aggregate amount beneficially owned by each reporting person
900,000 Shares of Common Stock
12. Check box if the aggregate amount in row (11) excludes certain
shares (see instructions)
/ /
13. Percent of class represented by amount in row (11)
18%
14. Type of Reporting Person CO
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<PAGE>
Preliminary Note
- ----------------
The information set forth in Items 2, 3, 4, 5 and 6 herein have been
adjusted solely to reflect a name change of the reporting person and are being
amended as follows:
Item 1. Security and Issuer (see instructions)
- ------- --------------------------------------
This statement relates to the Common Stock, no par value
("Common Stock") of Portland Brewing Company (the "Company").
The address of the principal executive offices of the Company
is 2730 NW 31st Avenue, Portland, Oregon 97210.
Item 2 of Schedule 13D is hereby amended in its entirety to read as follows:
Item 2. Identity and Background (see instructions)
- ------- ------------------------------------------
Lake Oswego Brewing Company (fka Saxer Brewing Company)
("LOBC") is an Oregon corporation with its principal office
located at 5875 SW Lakeview Boulevard, Lake Oswego, Oregon
97035. Saxer Brewing Company changed its name to Lake Oswego
Brewing Company on March 29, 2000. LOBC's principal business
is manufacturing and distributing beer. Steven C. Goebel, 5875
SW Lakeview Boulevard, Lake Oswego, Oregon 97035 (business
address), is a director and the President of LOBC. Elizabeth
M. Goebel, 5875 SW Lakeview Boulevard, Lake Oswego, Oregon
97035 (business address), is a director and Vice President and
Treasurer of LOBC. Larry Gilbert is a director of LOBC and the
President of Exhibit Merchandising,Inc., d/b/a the Event
Network, a company providing themed retail solutions, 1010
Turquoise Street, Suite 200, San Diego, California 92109
(business address). Kerry S. Gilbert, is Chairman of the Board
and Secretary of LOBC and the President of Gilbert Bros. Real
Estate Services, Inc., a real estate brokerage and development
company, 1822 SW Madison, Portland, Oregon 97205 (business
address). Each of Steven C. Goebel, Elizabeth M. Goebel, Larry
Gilbert and Kerry Gilbert are citizens of the United States of
America.
No Reporting Person or other person identified above has,
during the last five years, been convicted in a criminal
proceeding (excluding traffic violations and misdemeanors). No
Reporting Person or other person identified above has been a
party to a civil proceeding of a judicial or administrative
body of competent jurisdiction as a result of which any
Reporting Person or other person identified above has been
subject to a judgment, decree or final order enjoining future
violations of, or prohibiting or mandating activities
Page 3 of 6
<PAGE>
subject to, federal or state securities laws or finding any
violation with respect to such laws.
Item 3 of Schedule 13D is hereby amended in its entirety to read as follows:
Item 3. Source and Amount of Funds and Other Consideration
- ------- -----------------------------------------------------------
(see instructions)
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The acquisition of Common Stock to which this statement
relates was made in connection with a sale of assets of LOBC
to the Company for which the Common Stock was valued at
$486,000.
Item 4 of Schedule 13D is hereby amended in its entirety to read as follows:
Item 4. Purpose of Transaction (see instructions)
- ------- -----------------------------------------
The Common Stock to which this statement relates was acquired
in connection with the disposition of assets by LOBC to the
Company in connection with a strategic business combination
between the two companies and for investment purposes. There
are no current plans or proposals which would relate to or
result in any transaction described in items (a) through (j)
of the instructions to Item 4 of Schedule 13D.
Item 5 of Schedule 13D is hereby amended in its entirety to read as follows:
Item 5. Interests in Securities of Issuer (see instructions)
- ------- ----------------------------------------------------
(a) LOBC owns 900,000 shares of Common Stock of the Company
representing 18% of the outstanding Common Stock of the
Company.
(b) LOBC has the sole power to vote and the sole power to
dispose of the 900,000 shares of Common Stock.
(c) Not applicable.
(d) Not applicable.
(e) Not applicable.
Page 4 of 6
<PAGE>
Item 6 of Schedule 13D is hereby amended in its entirety to read as follows:
Item 6. Contracts, Arrangements, Understandings or Relationship with
- ------- --------------------------------------------------------------
respect to Securities of the Issuer (see instructions)
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Certain shareholders of the Company have entered into a letter
agreement whereby such shareholders have agreed to vote their
shares of the Company's stock for Mr. Goebel (the President of
LOBC) as a director of the Company at each annual
shareholder's meeting and any special shareholders meeting at
which directors are elected from January 31, 2000 until
January 31, 2003.
Item 7. Material to be Filed as Exhibits (see instructions)
- ------- ---------------------------------------------------
Voting Letter Agreement dated January 31, 2000.**
** Filed Previously.
Page 5 of 6
<PAGE>
SIGNATURE
After reasonable inquiry and to the best of my knowledge and
belief, I certify that the information set forth in this statement is true,
complete and correct.
DATED: April 7, 2000 /s/ Steven C. Goebel
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Signature
Steven C. Goebel, President of
Lake Oswego Brewing Company (fka
Saxer Brewing Company)
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Name/Title
Page 6 of 6
